All right. I think the music's stopping, so -- all right. Well, good morning -- or is it afternoon? Time flies. Good morning, everyone, and welcome to Citi's 18th Annual Global Property CEO Conference. As a reminder, this session is for investing clients only. And so if you're media, please disconnect at this time.

With that said, we're very pleased to have with us here today Marguerite Nader, the CEO of Equity LifeStyle Properties. Marguerite, if you'd like to introduce your team, and then give some opening remarks, then we'll follow it up with Q&A.

Marguerite M. Nader

Sure, sounds good. I have with me here today Paul Seavey, our Chief Financial Officer. And just to give a couple of remarks, as we closed out 2012, we were pleased with our overall performance, which included the successful integration of 75 properties acquired from Hometown America. We also increased FFO by $0.96 per share, or 26% year-over-year. Our core portfolio continued stable performance, showing an increase of 280 occupied sites and NOI growth of 2.3%.

As we close out another year, we find ourselves nearly 20 years out as a public company, providing the opportunity to review our performance over the past 2 or 3 decades. Through the years, we have often associated our business philosophy with 3 words: community, quality and stability. What sets us apart is the ability to create a community that our customers can become a part of. Our customers find our communities to be cities within themselves, a one-stop shopping for all they need, from activities to amenities to family and friendships. Those friendships now carry over to the social networks, where more than 25,000 fans engage regularly.

Our unique understanding of our customers has allowed us to provide them with options to continue enjoying the lifestyle we offer as their needs change. We provide attractive housing options and membership products with price points that appeal to a broad customer base. Our customer focus is not only to provide what they want now, but what they will provide in 10 -- what they want in 10 to 20 years. This focus results in long-term customer relationships, which have been the key to our success year-after-year.

With the primary investment in land and a primary product of lifestyle, we offer an unparalleled experience to our customer base, comprised of 80 million baby boomers, retirees and active RVers, who are searching for options in both location and lifestyle. Our portfolio has grown from the initial 41 properties to more than 380. And our presence in sought-after destinations on both coasts as well as the Sun Belt allows us to offer our customers the variety they seek. A shareholder from the IPO through the end of 2012 would have realized a 17% compounded annual return if invested in ELS.

While we issued our guidance in October and reaffirmed in our January call, I thought I would give you the benefit of how we are doing year-to-date. With respect to our MH business, through the end of February, occupancy is up 11 sites since December. Our core growth rate is 2.9% through February, as compared to guidance for the quarter of 2.6%. For our RV properties, which represents 21% of the total anticipated revenue in the quarter, we expect it to be 1.34% [ph] for the quarter and through February, the growth rate is 2%. With respect to our dues and membership sales, we're on track to meet our guidance. This is not a full accounting of our performance through February, but we thought the information would be helpful.

We're pleased with the start of 2013, and I believe we are focused on what we need to do in order to have another successful year. Opening it up for questions.

Question-and-Answer Session

Eric Wolfe - Citigroup Inc, Research Division

And maybe we could just start with you running a little bit ahead of where you expected to be. I mean, why you're running at 2.9% versus 2.6%. And then on the RV side, is it just the seasonal and transient business that it's been a little bit better than expected?

Marguerite M. Nader

Sure. On the MH side of our business, we're running a little bit ahead just due to the pickup in occupancy that we had last year. In the full year last year, we increased our portfolio by approximately 300 sites. So you're seeing the pickup in some of that occupancy come through in the quarter. So you see a bit of an increase coming in from there. And on the RV side of our business, the annuals have always contributed as the highest growth rate within our RV business. And that continues to be the same for this year. And these first 2 months, we've had a strong annual business. As well as in Florida this year and Arizona, we've had strong seasonal business, which has contributed to an increase in the growth rate.

Eric Wolfe - Citigroup Inc, Research Division

All right. And on the occupancy pickup, I mean, is that simply a result of you putting in more rental housing, investing more there?

Marguerite M. Nader

Yes. I mean, the occupancy that you've seen, the 280 or 300 sites that increased last year, was as a result of our incremental investment in rental homes.

Eric Wolfe - Citigroup Inc, Research Division

And can you remind us at this point what's your gross investment in your rental home program? How much does it comprise of your MH portfolio? And if you think about the next couple of years, obviously you want to be -- long term, you want to be able to get back to the old business model, buying their home and just renting the land. But how much do you think you're going to need to invest over the next couple of years just to keep your occupancy stable?

Marguerite M. Nader

We certainly like our old business model, where own the land and people put homes on their land, invested in our properties. That still happens in the vast majority of our portfolio right now. We have a little bit less than 8% of our sites are rental sites. Then when you take out Michigan, it turns to more like a 6% number. And I think our total investment is something along the $170 million is invested in rental homes. And as we -- in 2007 and '08 and before that, we were able to sell 800 new homes a year. So we were able to repopulate our communities with new homes. With the impact of the rest of the residential housing sector unable to sell homes, we switched, in some part, to a rental model. To the extent that we're able to increase the sales of homes, we would see rotating back those sites that we have now that are rental, rotating them into an ownership model.

Eric Wolfe - Citigroup Inc, Research Division

At one point in time, I believe you were talking to sort of third-party capital providers. I don't know if they were private equity guys or what. But you were looking at some options for them to finance the home purchases. Whatever ended up happening with those discussions? I know you're still pursuing opportunities there.

Marguerite M. Nader

The issue that we have there is we look at a rental and a sale. So if it's a financed sale and we're supporting the loan, it's the same thing as a rental. So for us, we said -- we made the decision that we wanted to go with the rental route. But on the finance side, we looked to where else can we get somebody else to provide third-party capital. And every time we talked to someone, we kind of got down the road. We had very good discussions. They liked the returns. When you talk about it, how much -- it's $40,000 to put a home in, you get $800 rent. It all sounds very good. And they said, "That's fine. We'd like to provide the working capital for you, but will you backstop it?" So our response to that is that's essentially us doing it if we're backstopping it anyway. And so all the conversations kind of ended with, "We'd like to be your partner, but will you be the backstop?" So they trailed off, I would say.

Eric Wolfe - Citigroup Inc, Research Division

I guess, what does backstop mean? Does it mean you're sort of loaning to them the value of the homes?

Marguerite M. Nader

In the event that, that loan was in default, we would take it back. So to us, that's the same thing as having our own capital at risk, so...

Eric Wolfe - Citigroup Inc, Research Division

All right. And I guess, what have you had to adjust from an organizational point of view, corporate point of view to -- as your rental program has grown bigger, I mean, have you had to bring an increased staff that were more focused on rentals? Like what have you done as an organization now that you have, I guess, you said 8% of your MH portfolio in rentals?

Marguerite M. Nader

In our portfolio, historically, we had a small piece of our portfolio, probably less than 2% was rental. So we had -- this was included as part of our business. But we look at the impact of what the rental is going to be on a property-by-property basis to determine how many additional resources is needed to handle the operations of the rental program. And overall, we have been pleased with our execution on the rental program because we are able to access a whole different set of customer base very efficiently. We use the same sources that the multifamily sources use, which is craigslist, able to reach out to those customers to get them to experience our lifestyle. And then we look at what is the impact on the home. That was an important issue for us to determine what was going to happen when these homes are used by our customers. And we've been very pleased with what we've seen on that. Our turnover is -- we have about an 18-month length of stay, average length of stay. And on turnover, a customer -- there's not a lot of wear and tear on the home. And it costs us approximately $500 to turn that home. So you're dealing with age-restricted communities, where people are able to -- they maybe don't do a lot of -- there's not a lot of issues with the home once they return it to us. There's also the -- they want to have their security deposit back. That's an important piece for them. So certainly, once they're leaving, they'll look to get the security deposit back. And I think in the 97% of the time, we give back the security deposit, which basically means the house is in great shape. So we've been very pleased with that, both from a standpoint of what's happening with the asset, which is the home, and also that new -- bringing that new customer in. Because for us, it's about getting awareness of our product. And maybe if you can bring awareness of the product, they're not necessarily buying that particular home, but they may buy another home in the community via a resale home.

Eric Wolfe - Citigroup Inc, Research Division

Got you. And how do you find the renters? Is it just craigslist, resident referrals, walk-ins? Where does the majority of your rental pool come from?

Marguerite M. Nader

Right now, one of our -- our biggest source is craigslist, which we've -- I think we've done a good job over the years of working through that process on craigslist because it's a very individualized process. It has to be done all at the property level. That's one of our biggest sources. And then the next source, which is the source for all of our customer acquisition, is referral business. People in our communities want to be around their friends, want to be around their family, and that's what they -- we continue to see that time-after-time. So we have a referral business. We pay for referrals. And one of the interesting things is when we look at the amount that we pay for referrals and the amounts that are actually billed as referral as their sources' referrals, there's a disconnect and it's because people don't want to have the referral fee, they just want their friends to be part of the community.

Eric Wolfe - Citigroup Inc, Research Division

Got you. For the Michigan portfolio, or I guess, assets, whatever you want to call them, you talked about it a little bit in the past, or Tom did, as sort of an experiment in kind of the all-age affordable category, and maybe would think about expanding that business a bit. What have you thought of the experiment thus far?

Marguerite M. Nader

Well, we bought the Michigan portfolio as part of the Hometown -- it represented roughly, I think, 10% of the deal. It was a little bit less than $150 million. It was 13 properties. Certainly, we love the Hometown deal, wanted to do the Hometown deal, and Michigan was just a part of it. And so we looked at it at the beginning and said, "Is this going to drain our resources in terms of operating resources to operate these assets?" And we set aside -- we have one person that manages, a seasoned veteran that manages those properties. He's done a great job over the last 1.5 years of actually increasing NOI. And the demand in Michigan is very high. To the extent we wanted to put a home in Michigan, put a rental home, we can rent it easily. So there's a lot of demand. There's a lot of activity in Michigan. But Michigan still doesn't fit inside our smiley face on the face of the United States, which is where we want to be, our locations.

Eric Wolfe - Citigroup Inc, Research Division

Right. And I guess, since it doesn't fit within the smiley face, as you mentioned, I mean, strategically long term, I mean, can we expect you to sell that eventually?

Marguerite M. Nader

When we priced the Hometown portfolio and the different assets inside Hometown, we put Michigan at a 12% cap, I believe, which we thought was the appropriate pricing. And we think that on an execution, I don't think we would be interested in selling Michigan. And I think we could get out at better than what we got in at.

Eric Wolfe - Citigroup Inc, Research Division

Got you. We talked a little bit about this on the call, but you said one of your goals was to, I guess, re-increase home ownership within your portfolio. I guess, how do you do that? You said that you want to target renters that eventually want to buy homes. But how do you find renters that eventually want to buy homes?

Marguerite M. Nader

One of the things that we do right now is, I mentioned the craigslist ad, well, we're advertising right now. Our largest source is the same source as the multifamily source, which is where you're going to find renters. These are people who are interested in committing to you for a short term, 18 months in our case. So for us, it's, in specific locations, markets being for sale and having the sales staff available to sell. When you think about the transaction or what happens when there is a rental, somebody comes into your property, they're interested in renting. It's a kind of a check in the box. Okay, I fill out the application. It goes through a credit check and the person comes back and they're approved. There's not much selling that has to go on there. So that's something that can be done by the level of the manager or the assistant manager at the property. But when you go to the next level, and now you're asking someone to sell a home, it's a different transaction. And I think in certain, specific locations, by utilizing a sales force and having salespeople to greet a customer and marketing to the customer in a way that through sales channels rather than rental channels is how we would like to -- is how we'd like to kind of move, rotate that, those sales. And we have seen an increase -- I think I mentioned on the call, an increase in used home sales in our portfolio in 2012 of a 20% increase in used home sales but still haven't been able to increase the new home sales. It's been in the single-digits for a couple of years now.

Eric Wolfe - Citigroup Inc, Research Division

Got you. I think that probably one of the -- at least recently, one of those frequently asked questions I get about ELS is what is the improving for-sale market for single-family housing mean for you? And so I guess, maybe instead of me giving my answer all the time, I'll hear what you have to say.

Marguerite M. Nader

Okay. I think in our immediate locations, say, Florida, Arizona and California, if the single-family home market improves, it's not going to have as big of an impact on us as when the single-family home market improves in, say, Midwest or Northeast, because that's where our customers are coming from. So if people feel comfortable in New York, people feel comfortable in Boston, in Chicago to be able to sell their homes, they're going to be able to come down and make that capital commitment to us. When you think about a capital commitment or a home sale for us in 5 years ago was a $70,000, $80,000 price point. A new home sale today is a $40,000 price point. So we've drastically reduced the price or we've been able to drastically reduce the price of the home. And what people are looking for is to come down into the sun. They want to be in the sunshine. They're either retired or semi-retired, and they just want to be in Florida and be part of our lifestyle. So to the extent they feel comfortable with their personal balance sheet and they are able to sell their home up north, I think you would be able to see additional home sales, new home sales on our side. Historically, we have not relied on chattel financing. All the homes that we sold back in the 2007 and beyond, the 800 homes, were all cash deals. So I think migrating towards that and getting to that cash buyer again, making them comfortable with coming out of pocket that $40,000 is going to be a while, I would say. But I think that's what you're trying as you look at what's happening in the Midwest and the Northeast.

Eric Wolfe - Citigroup Inc, Research Division

Right. And any questions before we switch topics? I think you mentioned on the call that for your Thousand Trails portfolio, you're still seeing some net attrition in the membership base there. Is that right?

Marguerite M. Nader

Yes.

Eric Wolfe - Citigroup Inc, Research Division

I guess, what do you attribute that to? And is there -- how are you going to go about reversing that and growing the membership base?

Marguerite M. Nader

Our Thousand Trails portfolio has 100,000 members. And the 100,000 members contribute dues of $50 million, close to $50 million. And within the portfolio, we used to sell kind of a high-cost product. It also -- they had the benefit or the detriment of being high cost to us as well. So it cost the consumer $6,000 and it cost us $6,000 to sell it. And in the end, what we were getting was the dues base of $500. And we were selling about 3,000 of those a year. And this is before ELS started operating the business. So the membership base was increasing 3,000 members a year. We looked at it and we said, "We don't think this makes sense, this kind of timeshare approach to the sales process." And in the end, what we were getting was just the dues base. We were getting this $500 in dues. So we said, "How do we make it so that we kind of cut to the chase and just get to that dues base?" So we started to sell this low-cost product, which is a $500 product. And we're able to sell it instead of a timeshare kind of sales, we're able to sell it online, in the call center, in the field. So we're going through, and we've done this for the last couple of years, and I think this year, we're projected to sell 12,000. So we've increased the number of sales. So we've increased the volume, which is -- that's on the positive side. So we've been able to almost quadruple the volume of new customers coming in. But we still struggle with the number of members. We're still at that 100,000 member count because what's happening is the customer base in Thousand Trails is an extremely loyal customer base. I think of the 100,000, 50%, or 50,000 of them have been with us for more than 20 years, so very loyal customer base. But if you've been in a system for 20 years and you've started out when you were 55 or 60, you're starting to not really want to camp anymore. So that's resulting in some of the attrition that we're seeing. And one of the things that we look at when we try to figure out what is happening inside of that attrition and how do we combat through that, what we look at and see is that the most -- the predictor of whether or not someone is going to cancel or no longer use their membership is whether or not they actually camp, whether or not they're actually out there using the product. So we are encouraging our customers, although we get paid the same, so they give us $500 whether or not they stay with us or not, we're encouraging them. If we see a customer who hasn't stayed with us, we'll send an email saying, "Why -- book a reservation. Come now." Because we know that once you get that memory back, of that camping experience, of being with your friends, you're going to -- when the bill comes, you're not going to be -- just put it to the side, you're going to reup and you're going to renew your membership. So for us, it's about getting access -- giving people access to the properties, giving them access to that lifestyle, that environment that they bought to begin with. Because a lot of these -- the people on the legacy side of Thousand Trails bought a $6,000 product and they remember paying $6,000, they just sometimes forget that they had some good memories in the last couple of years. So I think it's about reminding them that -- reminding them to come back and visit us.

Eric Wolfe - Citigroup Inc, Research Division

Got you. So I guess, should I take from that, that your average age of your membership base is growing older? Because it's -- I mean, you said 20. I think over 50,000 stay more than 20 years, but then they kind of get to the point where it's like they're getting a bit older and they're leaving the system and you need to find a younger demographic to replace them.

Marguerite M. Nader

And that's exactly what -- that's what we're doing inside of this low-cost product, the Zone Park Pass. What we're seeing is that younger demographic. So we're seeing a 50-year-old coming in. Now if that 50-year-old is still working, he has young children, he can participate in the lifestyle, can participate in the camping experience but only to a very limited degree. He's not going to be the guy that's going to turn into an annual to us this year. But it's starting the chain of getting that younger customer in. So that's really what we see the difference in the Zone Park Pass versus the legacies that would be an age different, as well as an income difference in terms of these guys are a little bit more affluent, the younger, more affluent, willing -- they're willing to put down $500, put their -- start their camping experience. And what we've also found with these particular new members that are coming into the area is that they are willing and happy to upgrade. And we've talked about our upgrade business a little bit, where we'll move people through. They want more benefits, more either family benefits, advanced bookings, that type of additional benefit. And we're able to upgrade the members, so they'll come in, they'll experience, spend $500, and then they would upgrade. And the upgrade is about between $3,000 and $4,000. And we're finding that these younger customers are interested in upgrading.

Eric Wolfe - Citigroup Inc, Research Division

Okay. How do you look at pricing your products? I mean, why is it $500 instead of, say, $450 or $550? And I guess, if you could maybe talk about sort of what kind of revenue management system you use or how you test pricing to see what the elasticity of demand is?

Marguerite M. Nader

Sure. We look, on the dues side, or on the Thousand Trails side, the 100,000 members, or there's probably 90,000 that are legacy or I think about 85,000 are legacy members, they have a dues base that's around that $500 range. And that increases by CPI every year. So that's really what we thought -- that was our price discovery, is that we've got 85,000 people that have committed to us that this is the right amount to pay to be able to access these properties. And so that's when we set our new product, that's kind of the pricing. And we've recently increased it. We increased it from $499 to $525, and really without a hiccup. It was -- we just pushed that through this year, in 2013. We also -- we look at -- that's on the Thousand Trails side of the business. On the RV -- the other RV side of the business, we have -- we look at market surveys to determine what is the right rate to be charging on the RV side. We look at other RV parks. We look at other vacation experiences. On the annual side, those rates are set once a year and we try to, what we call, lock down the members or lock down the customers so that we have them commit to us as early as possible for the next year. And then the transient side, which is a very small component of our business. It's about 3% of our business overall -- our overall revenue. That management of the rate process is a little bit more intense because it is akin to hotel pricing, where as the demand is increasing, you're going to be increasing the rate. So that's more of a small piece of our business, but it's more of a daily effort. And we call that yield management. So we look at what's happening. We understand what calls are coming in. We look at the reservations and look at the grid and determine what rates we can charge. That's on the RV side. And then on our MH side, when we determine rates there -- rate increases there, that's an annual process. And we go through a market survey there that includes both what's happening in the MH market around the area, what's happening in apartments, what's happening in single-family homes.

Eric Wolfe - Citigroup Inc, Research Division

What's the incremental cost of the, I guess the transient customer coming in? Is there any cost to it? Or is it just the more, the better? I mean...

Marguerite M. Nader

Well, it's always more, the better for customers. But when you think about the transient components, the transient guy comes in, he's here for the weekend and he wants to do a lot of stuff. And when someone wants to do a lot, that means that you have to have people around and there's staffing that's required. So that's why when we think of our business, I mean, we have that small piece of transient because we like to get somebody in to experience our lifestyle, and then have them commit to us on a longer-term basis. But when you think about the transient -- with the transient business, you're going to increases your payroll and just increase the overall amenity base. The annuals and the seasonals, they kind of make their own fun. They do -- they have long relationships with the guys next to them. They do their own kind of thing. But the transient guy, who's coming in for the weekend, he wants the whole shooting match. He wants everything there. And that does requires some incremental payroll.

Eric Wolfe - Citigroup Inc, Research Division

But probably not too much. I would just think that the flowthrough to NOI from the more you increase occupancy rate, your costs are somewhat fixed. You're not going to go out -- and I don't know how many employees you need per customer. Maybe that's the question, but...

Marguerite M. Nader

I think in areas where you're already a transient location, take an example of -- we don't have too many properties, in fact, I think we only have a handful of properties that are predominantly transient. We have a property in Lake George, New York. And to the extent, we're fully staffed there, to the extent that there's more customers come through than any incremental expense. The staff is ready and waiting to take on new customers. So it's just -- it's a matter of when you look at RVs or RV properties as to whether or not the component of payroll from an annual to a transient kind of view.

Eric Wolfe - Citigroup Inc, Research Division

Got you. Before we run out of time, I just wanted to get you -- and I know I asked this about on Sunday, so I'm sorry to be repetitive. But I want to get your thoughts on the ARC sale to Northstar and sort of what it means for the space. Were you involved in it? What do you think of the pricing?

Marguerite M. Nader

Sure. The ARC portfolio, sold over the last 6 to 9 months, they had a portfolio of 300 properties. The properties, I think they've done their last piece of the deal. They announced it last week or the week before last. They're -- you look at the ARC portfolio, it's predominantly in middle America family assets. They've sold to I think 5 -- 4 or 5 other family buyers. I think that the execution on that transaction was extremely well done. I think they got -- my understanding is the cap rate was somewhere in the 7% to 8% cap rate. We did -- we looked at it. ARC is right down the hall from us or downstairs from us. So we certainly looked at the portfolio. We know the portfolio very well. When we think about ARC's portfolio relative to ELS's portfolio, it didn't really fit inside of our footprint. There were some assets that we would have liked to have owned, particularly the Salt Lake City assets. Those were -- there's 20 properties there, 97% occupancy all the time. Everyone pays. It's a -- they're perfect communities. We would've liked to own them. ARC was interested in selling them as part of the portfolio, unable to -- but overall, I think it was a great transaction for them. And we spend a lot of time in our meetings talking to investors about data points. And that's a data point, I would just say that. And you can look at it relative -- you can see it on the map. You can see our properties on the map. And I think that's a good data point to have.

Eric Wolfe - Citigroup Inc, Research Division

Got you. And so like the Salt Lake stuff, that would be like a sub 5% type cap rate. I mean, what -- you talked about a range of quality there. What's the range of cap rates that you see that trading at?

Marguerite M. Nader

I don't know. I don't know how they've broken that out. I would say it's probably in that range. I mean, these are -- the Salt Lake City assets are quality assets.

Eric Wolfe - Citigroup Inc, Research Division

Okay. And then just last question. If you look at the number of portfolios that are of scale, however you want to define that, let's just say, I don't know, 300 million, 400 million or more. I mean, how many of those portfolios are out there today not being marketed but just exist and would fit within ELS's footprint?

Marguerite M. Nader

There's a small number of portfolios out there. But we're actively talking to all the owners of any portfolio that we would want to buy.

Eric Wolfe - Citigroup Inc, Research Division

Okay. Any questions before rapid fire? Great. For the -- I guess, this is kind of a tough question to ask. But I'll just -- because you're really -- you're a unique company here, so it's almost like you're giving guidance. So I'm going to ask you to give guidance. For 2014, where do you see same-store NOI growth for your property sector?

Marguerite M. Nader

2014?

Eric Wolfe - Citigroup Inc, Research Division

Yes, 2014.

Marguerite M. Nader

2014. 2013 is 2.7%. I would say it's somewhere in that range.

Eric Wolfe - Citigroup Inc, Research Division

Okay. If you had to invest in another property sector with your own personal money, which would it be?

Marguerite M. Nader

Just MH and RV.

Eric Wolfe - Citigroup Inc, Research Division

I know, but you have to. We make the rules here.

Marguerite M. Nader

I know. I can't do it, Eric. It's got to be MH or RV.

Eric Wolfe - Citigroup Inc, Research Division

Apartments or somewhat similar?

Marguerite M. Nader

No. It's MH or RV. I love it.

Eric Wolfe - Citigroup Inc, Research Division

Okay. And frankly, the last question didn't really make any sense for you all. So I'm just going to skip it, because it's over anyhow. Thank you. I appreciate it.

Marguerite M. Nader

Thank you very much, Eric.

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